H1 2021 Review of Shareholder Activism
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LAZARD'S CAPITAL MARKETS ADVISORY GROUP H1 2021 Review of Shareholder Activism Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. The information is not intended to be, and should not be construed as, financial, legal or other advice, and Lazard shall have no duties or obligations to you in respect of the information. H1 2021 REVIEW OF SHAREHOLDER ACTIVISM Observations on the Global Activism Environment in H1 2021 • 94 new campaigns were initiated globally in H1 2021, in line with H1 2020 levels − Year-over-year stability buoyed by a strong Q1, with Q2’s new campaigns launched (39) and capital deployed ($9.1bn) below multi-year averages • H1 was distinguished by several high-profile activist successes at global mega-cap companies, including ExxonMobil (Engine No. 1), Danone (Bluebell and Artisan Partners) and Toshiba (Effissimo, Farallon, et al.) • U.S. share of H1 global activity (59% of all campaigns) remains elevated relative to 2020 levels (44% of all campaigns) and in line with historical levels U.S. Activity − The 55 U.S. campaigns initiated in H1 2021 represent a 31% increase over the prior-year period 1 Leads Global Market in H1 • After only initiating one new campaign in Q1 2021, Elliott launched five campaigns in Q2 2021 and returned to being the period’s most prolific activist 2021 • H1 2021 activity in Europe slowed following a record-setting end to 2020; the region’s 21 new campaigns included Elliott’s agitation at GlaxoSmithKline and Bluebell’s campaigns at Danone and Vivendi • 10 campaigns were launched at Japanese targets in H1, and the share of non-U.S. activity represented by Japanese targets (26%) reached the highest level in recent years − The activist success at Toshiba is viewed as a watershed moment in Japanese activism that may catalyze further scrutiny of Japan’s corporate governance system • Engine No. 1’s proxy fight at ExxonMobil – which saw the Company replace two incumbents in the lead-up to the AGM and an additional three seats won in the final vote – made Exxon the largest issuer ever to lose a proxy fight Successful − Engine No. 1’s campaign – which coupled “traditional” criticisms of performance and strategy with ESG attack vectors – was also noteworthy due to Attack on the wide margin of victory and broad shareholder support across the “Big 3” U.S. passive managers, pensions funds and active managers ExxonMobil 2 Dominates • The ousting of Toshiba’s Chairman and one other Director at its 2021 AGM that followed an investigation into allegations of collusion to influence Proxy Season shareholder votes further showcased investors taking a more active stance to hold leaders accountable for perceived governance failures • A number of highly contentious proxy fights remain unresolved heading into H2 2021, including Starboard’s ongoing agitation at Box for three Board seats and open criticism of KKR’s recent “white squire” investment M&A-Related • 44% of all activist campaigns in H1 2021 featured an M&A-related thesis, in line with the multi-year average of 40% Activism − Among all global M&A-focused campaigns in H1 2021, 56% centered on scuttling or sweetening an announced transaction; among European M&A- 3 Persists, with focused campaigns, this figure was 100% Opposition to ▪ Prominent examples of scuttle/sweeten campaigns included Canadian National (TCI) and Hilton Grand Vacations (Land & Buildings) Deals on the − By contrast, campaigns pushing for an outright sale of the company occurred relatively less frequently, accounting for only 12% of M&A-related Rise campaigns in H1 2021, below the multi-year average of 34% • Investor support for E&S-related shareholder proposals reached new highs: 14% of all proposals passed in H1 2021, up from a three-year average of ESG Remains in ~6%, as proposals at companies such as Chevron and DuPont secured broad-based backing 4 the Spotlight • ESG equity inflows moderated in April and May (average monthly inflows of $2.2bn versus $3.7bn in Q1) but remain on pace to surpass 2020’s record • Environmental issues dominated the regulatory conversation as the SEC aims to propose rules on mandatory climate disclosures as early as October Significant Dry • Record-breaking SPAC activity continued into H1 2021, with 163 SPACs completing deals and $129bn of dry powder still searching for targets 5 Powder for • Short activism targeting de-SPACed companies has emerged as an increased threat in H1 2021, with prominent short sellers, such as Hindenburg SPAC M&A Research, attacking high-profile de-SPACs such as DraftKings, Lordstown Motors and Clover Health Source: FactSet, press reports and public filings as of 6/30/2021. Note: All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement; select 1 campaigns with market capitalizations less than $500 million at time of announcement included during the COVID-19 pandemic-induced market downturn. 1 Global Activism Activity H1 2021 REVIEW OF SHAREHOLDER ACTIVISM Global Campaign Activity and Capital Deployed ($ in billions) Annual Campaign Activity1 Quarterly Campaign Activity 1 # of Companies Targeted1 # of Campaigns Initiated H1 2021 campaign # of Campaigns Initiated1 Robust Q1 activity lifted H1 2021 levels activity was down 6% 249 relative to H1 2020 212 levels 73 227 209 Mean: 194 186 63 60 57 54 59 55 Mean: 52 52 46 188 187 173 94 43 41 39 26 100 133 103 96 90 2017 2018 2019 2020 H1 2021 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021 Capital Deployment in New Campaigns ($bn) H1 2021 Capital Deployed by Sector Aggregate Value of New Activist Positions2 Aggregate Value of New Activist Positions2 Over half of H1 capital deployed was concentrated in the Industrials, $67.2 18% Financials and Retail sectors $62.5 18% 15% 7.8 13.5 $3.7 11% 10% 8.7 $3.6 10% 17.3 $42.3 $40.0 7% 7% $2.9 3% 6.1 $2.2 $2.0 $1.9 1% 19.0 9.5 $1.5 $1.5 $0.5 11.6 $0.2 20.9 4.7 $20.0 11.1 13.0 Retail 9.1 Media 26.0 Telecom Financial Industrials Consumer Institutions Healthcare 16.5 Power, Real Real Estate 11.6 14.7 10.9 Technology 2017–20 Energy & Infra. 2017 2018 2019 2020 H1 2021 Avg.3 22% 9% 5% 6% 12% 22% 3% 13% 5% 6% Q1 Q2 Q3 Q4 Source: FactSet, press reports and public filings as of 6/30/2021. Note: All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement; select 2 campaigns with market capitalizations less than $500 million at time of announcement included during the COVID-19 pandemic-induced market downturn. 1 Companies spun off as part of campaign process counted separately. 2 Calculated as of campaign announcement date. Does not include campaigns in which the size of the activist stake is not publicly disclosed. 3 4-year average based on aggregate value of activist positions. 1 Global Activism Activity H1 2021 REVIEW OF SHAREHOLDER ACTIVISM Global Activist Activity in H1 2021 ($ in billions) Following a muted Q1, Elliott initiated five new campaigns in Q2, regaining its rank as the most prolific activist globally; initiations by first- time activists were in-line with historic levels, with Engine No. 1 capturing meaningful attention Investors Launching Activist Campaigns H1 2021 Activist Activity by Campaigns Launched While campaigns from first-timers increased from # of “First Timers” Elliott launched five new campaigns in Q2, a Q1 lows, existing activists accounted for a greater significant uptick from just one campaign in Q1 share of recent activity 6 147 4 4 3 3 3 3 131 130 2 2 2 Mean: 124 109 ValueAct Partners Elliott Mgmt. Elliott Inv. Mgmt. 104 Capital Scopia JANA Partners JANA Bluebell Capital Starboard Value Starboard Ancora Advisors Ancora Land& Buildings 91 89 Icahn Associates 75 Management Oasis H1 2021 Capital Deployed ($bn) 86 $2.3 54 $2.1 $2.0 $1.9 $1.4 $1.3 $1.2 43 $1.0 1 1 40 41 $0.8 $0.8 23 21 2017 2018 2019 2020 H1 2021 % “First Time” TCI 31% 29% 32% 28% Activists 21% ValueAct Capital Elliott Mgmt. Elliott Sachem Head Cevian Cevian Capital Legion Partners Legion Artisan Partners Artisan Ancora Advisors Ancora Icahn Icahn Associates Harris Associates Harris Source: FactSet, press reports and public filings as of 6/30/2021. Note: All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement; select 3 campaigns with market capitalizations less than $500 million at time of announcement included during the COVID-19 pandemic-induced market downturn. 1 Includes the value of the entire ~9.5% stake taken in Kohl’s by the consortium of Ancora Advisors, Legion Partners, Macellum Advisors and 4010 Capital announced on 2/21/2021. 1 Global Activism Activity H1 2021 REVIEW OF SHAREHOLDER ACTIVISM U.S. Rebound Driving H1 Global Activity ($ in billions) H1 2021 U.S. activity remained elevated relative to 2020 levels, representing 59% of global campaigns; capital deployed in the U.S. increased Y-o-Y, representing 44% of capital deployed, but was below multi-year averages (54%) and its Q1 2021 level (56%) Regional Breakdown of Campaigns Initiated by Year Regional Breakdown of Capital Deployed by Year Significant increase in Canada reflects TCI’s $2.3bn stake at Canadian National <1% 1% 1% 2% United States <1% <1% <1% <1% Europe 2% 3% <1% 4% 4% 4% 5% 2% APAC 6% 5% 10% 3% 12% Canada 16% 13% 15% Rest of World 8% 14% 12% 18% 21% 11% 25% 25% 23% 36% 22% 23% 22% 32% 32% 29% 61% 59% 59% 60% 60% 57% 54% 44% 41% 44% 2017 2018 2019 2020 H1 2021 2017 2018 2019 2020 H1 2021 Source: FactSet, press reports and public filings as of 6/30/2021.